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Full title: BNC Certificate of Mailing - PDF Document. (related document(s) (Related Doc # 595)). No. of Notices: 1. Notice Date 05/21/2021. (Admin.) (Entered: 05/22/2021)

Document posted on May 20, 2021 in the bankruptcy, 11 pages and 0 tables.

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Inc coling@hankinsandman.comFREY C. VENZIE on behalf of Creditor CM3 Building Solutions Inc. jeff@venzielaw.comVIN P. CALLAHAN on behalf of U.S. Trustee United States Trustee kevin.p.callahan@usdoj.gov WRENCE G. MCMICHAEL on behalf of Debtor Museum of American Jewish History d/b/a National Museum of American Jewish Historylmcmichael@dilworthlaw.com, mdolan@dilworthlaw.com;cchapman-tomlin@dilworthlaw.com;mferrier@dilworthlaw.comGAN N. HARPER on behalf of Creditor CITY OF PHILADELPHIA megan.harper@phila.gov karena.blaylock@phila.gov TER C. HUGHES on behalf of Defendant Museum of American Jewish History d/b/a National Museum of American Jewish Historyphughes@dilworthlaw.com, mdolan@dilworthlaw.com;cct@dilworthlaw.comTER C. HUGHES on behalf of Debtor Museum of American Jewish History d/b/a National Museum of American Jewish Historyphughes@dilworthlaw.com, mdolan@dilworthlaw.com;cct@dilworthlaw.comTER C. HUGHES on behalf of Other Prof. Donlin Recano &ERESA A DRISCOLL on behalf of Creditor Dime Community Bank formerly known as BNB Bank tdriscoll@moritthock.comited States Trustee USTPRegion03.PH.ECF@usdoj.gov NIT A. CAPLOW on behalf of Debtor Museum of American Jewish History d/b/a National Museum of American Jewish Historyycaplow@dilworthlaw.com, cchapman-tomlin@dilworthlaw.com,Pending expiration of this Sixteenth Interim Order, and except as provided in paragraph 15 below, the Debtor is permitted to use cash collateral, in accordance with the Budget, for, among other things, working capital purposes, the payment of certain obligations in accordance with relief authorized by the Court and other obligations as set forth in the Budget.The Debtor shall be, and hereby is, authorized to use cash collateral on the terms and conditions set forth in this Sixteenth Interim Order in accordance with the Budget; provided, however, that (a) the Debtor may exceed any line item in the Budget by up to ten percent (10%) in any week, so long as the aggregate amount of the variance from the Budget for any week is not exceeded by more than ten percent (10%); and (b) any amounts not used for a particular line item in the Budget in a particular week may be used in subsequent weeks with respect to such line item.As adequate protection: (i) to protect the Indenture Trustee’s interest in the cash 121469670_13 collateral pursuant to sections 361 and 363(e) of the Bankruptcy Code, (ii) for any diminution in value from the use of the collateral, and (iii) for the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, the Court hereby grants the Indenture Trustee replacement security interests in and replacement liens (exclusive of any avoidance actions available to the Debtor’s estates pursuant to sections 544, 545, 547, 548, 549, 550, 553(b) or 724(a) of the Bankruptcy Code or any proceeds thereof) on all of the Debtor’s post-petition assets as to which the Indenture Trustee held a pre-petition lien, provided that such lien on post-petition as

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re: Case No. 20-11285-mdc useum of American Jewish History, d/b/a Chapter 11 Debtor CERTIFICATE OF NOTICE strict/off: 0313-2 User: admin Page 1 of 2 te Rcvd: May 19, 2021 Form ID: pdf900 Total Noticed e following symbols are used throughout this certificate: bol Definition Addresses marked '+' were corrected by inserting the ZIP, adding the last four digits to complete the zip +4, or replacing an incorrect ZIP. USPSregulations require that automation-compatible mail display the correct ZIP. tice by first class mail was sent to the following persons/entities by the Bankruptcy Noticing Center on May 21, 2021: cip ID Recipient Name and Address + Museum of American Jewish History, d/b/a National, 101 South Independence Mall East, Philadelphia, PA 19106-2197TAL: 1 tice by electronic transmission was sent to the following persons/entities by the Bankruptcy Noticing Center. ctronic transmission includes sending notices via email (Email/text and Email/PDF), and electronic data interchange (EDI). NE BYPASSED RECIPIENTS e following addresses were not sent this bankruptcy notice due to an undeliverable address, *duplicate of an address listed above, *P duplicate of aferred address, or ## out of date forwarding orders with USPS. NE NOTICE CERTIFICATION Joseph Speetjens, declare under the penalty of perjury that I have sent the attached document to the above listed entitiesthe manner shown, and prepared the Certificate of Notice and that it is true and correct to the best of my information alief. eeting of Creditor Notices only (Official Form 309): Pursuant to Fed .R. Bank. P.2002(a)(1), a notice containing themplete Social Security Number (SSN) of the debtor(s) was furnished to all parties listed. This official court copy containse redacted SSN as required by the bankruptcy rules and the Judiciary's privacy policies. te: May 21, 2021 Signature: /s/Joseph Speetjens CM/ECF NOTICE OF ELECTRONIC FILING e following persons/entities were sent notice through the court's CM/ECF electronic mail (Email) system on May 19, 2021 at the address(es) listed belome Email Address EXANDER D. WIDELL on behalf of Creditor BNB Bank awidell@moritthock.com LIN GEOFFREY BELL on behalf of Creditor Thomas Company Inc coling@hankinsandman.comFREY C. VENZIE on behalf of Creditor CM3 Building Solutions Inc. jeff@venzielaw.comVIN P. CALLAHAN on behalf of U.S. Trustee United States Trustee kevin.p.callahan@usdoj.gov WRENCE G. MCMICHAEL on behalf of Debtor Museum of American Jewish History d/b/a National Museum of American Jewish Historylmcmichael@dilworthlaw.com, mdolan@dilworthlaw.com;cchapman-tomlin@dilworthlaw.com;mferrier@dilworthlaw.comGAN N. HARPER on behalf of Creditor CITY OF PHILADELPHIA megan.harper@phila.gov karena.blaylock@phila.gov

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TER C. HUGHES on behalf of Defendant Museum of American Jewish History d/b/a National Museum of American Jewish Historyphughes@dilworthlaw.com, mdolan@dilworthlaw.com;cct@dilworthlaw.comTER C. HUGHES on behalf of Debtor Museum of American Jewish History d/b/a National Museum of American Jewish Historyphughes@dilworthlaw.com, mdolan@dilworthlaw.com;cct@dilworthlaw.comTER C. HUGHES on behalf of Other Prof. Donlin Recano & Company Inc. phughes@dilworthlaw.com mdolan@dilworthlaw.com;cct@dilworthlaw.com TER C. HUGHES on behalf of Attorney Dilworth Paxson LLP phughes@dilworthlaw.com mdolan@dilworthlaw.com;cct@dilworthlaw.comTER E. MELTZER on behalf of Creditor UMB Bank NA bankruptcy@wglaw.com, ibernatski@wglaw.comTER E. MELTZER on behalf of Plaintiff UMB Bank N.A. bankruptcy@wglaw.com, ibernatski@wglaw.comDOLPH J. DIMASSA, JR. on behalf of Interested Party Series B Bond Holders dimassa@duanemorris.com AutoDocketPHL@duanemorris.comDOLPH J. DIMASSA, JR. on behalf of Creditor Richard and Lisa Witten dimassa@duanemorris.com AutoDocketPHL@duanemorris.comERESA A DRISCOLL on behalf of Creditor UMB Bank NA tdriscoll@moritthock.com ERESA A DRISCOLL on behalf of Creditor BNB Bank tdriscoll@moritthock.com ERESA A DRISCOLL on behalf of Creditor Dime Community Bank formerly known as BNB Bank tdriscoll@moritthock.comited States Trustee USTPRegion03.PH.ECF@usdoj.gov NIT A. CAPLOW on behalf of Debtor Museum of American Jewish History d/b/a National Museum of American Jewish Historyycaplow@dilworthlaw.com, cchapman-tomlin@dilworthlaw.com,cct@dilworthlaw.com;mdolan@dilworthlaw.comNIT A. CAPLOW on behalf of Other Prof. Donlin Recano & Company Inc. ycaplow@dilworthlaw.com cchapman-tomlin@dilworthlaw.com,cct@dilworthlaw.com;mdolan@dilworthlaw.comTAL: 20

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UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA In re: : Chapter 11 : Museum of American Jewish History, d/b/a : Case No. 20-11285 (MDC) National Museum of American Jewish History : : Debtor. : SIXTEENTH INTERIM ORDER (A) AUTHORIZING THE DEBTOR TO USE CASH COLLATERAL AND GRANTING ADEQUATE PROTECTION FOR ITS USE AND (B) SETTING A FURTHER HEARING Upon the motion (the “Motion”) of the above-captioned debtor (the “Debtor” or “Museum”) for Interim and Final orders pursuant to 11 U.S.C. §§ 105, 361 and 363 and Fed. R. Bankr. P. 4001 and 9014, (a) authorizing the Debtor to use the cash collateral of existing secured lenders and granting adequate protection to UMB Bank, N.A. or any duly appointed successor trustee (the “Indenture Trustee”), the existing secured lender, for the use of its cash collateral and (b) prescribing the form and manner of notice and setting the time for a further hearing on the Motion, upon review of the Motion and the First Day Declaration1, and based upon the evidence presented to this Court at a further interim hearing (the “Sixteenth Interim Hearing”), the Court hereby makes the following findings of fact and conclusions of law: A. Adequate and sufficient notice of the Motion and the Sixteenth Interim Hearing has been provided to all persons entitled thereto pursuant to Rules 2002 and 4001 of the Bankruptcy Rules. No further notice of the Motion is necessary. B. This matter constitutes a “core proceeding” within the meaning of 28 U.S.C. § 157. C. This Court has jurisdiction over the parties and the subject matter of this 1 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion. 121469670_13

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proceeding pursuant to 28 U.S.C. §§ 1334 and 157. D. On March 1, 2020 (the “Petition Date”), the Debtor commenced this voluntary case (the “Case”) by the filing a petition for relief under chapter 11 of the Bankruptcy Code. E. The Debtor continues in possession of its property and its business as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. F. On March 4, 2020, the Court conducted an Interim Hearing, and on the same date the Court entered the Interim Order. On May 19, 2021, the Court conducted the Sixteenth Interim Hearing. The Debtor’s Need to Use Cash Collateral G. Prior to the events of the COVID-19 crisis, the Debtor operated a museum known as the National Museum of American Jewish History located on Independence Mall in Philadelphia. At this time, the Museum is closed to the public. The Debtor generally generates its revenues through a combination of sales of memberships and tickets to the Museum, event revenue, endowment income, and charitable contributions, but is not generating ticket or event revenue at this time. H. Pursuant to sections 363(a) and 552(b) of the Bankruptcy Code, the accounts receivable held by the Debtor as of the Petition Date may constitute “cash collateral” within the meaning of section 363(a) of the Bankruptcy Code. The Indenture Trustee asserts an interest in the cash collateral within the meaning of sections 363(c)(2) and 363(e) of the Bankruptcy Code. I. The Debtor has a need to use cash collateral on an interim basis through the date of expiration of this Sixteenth interim cash collateral order (the “Sixteenth Interim Order”) to, among other things, fund its payroll obligations and pay other expenses, in accordance with the Budget attached hereto as Exhibit 1 (the “Budget”). 121469670_13

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J. Good cause has been shown for entry of this Sixteenth Interim Order, as an immediate and critical need exists for the Debtor to be permitted access to funds to continue to pay the expenses of the Museum. K. Absent the ability to use cash collateral, the Debtor will not be able to pay insurance, wages, rent, utility charges, and other critical expenses (all as reflected in the Budget). Consequently, without access to cash collateral, the Debtor will not be able to continue its restructuring efforts. L. The record adequately demonstrates that without the use of such funds, the Debtor’s estate would be immediately and irreparably harmed. M. The Debtor seeks to use cash collateral existing on or after the Petition Date that may be subject to the Indenture Trustee’s liens for the purposes and in the amounts set forth in the Budget. N. Subject to compliance with the terms of this Sixteenth Interim Order, the Debtor is authorized to use the cash collateral during the period and in the amounts set forth herein. O. All conclusions of law that are or may be deemed to be findings of fact are hereby incorporated as findings of fact. P. This Sixteenth Interim Order is entered pursuant to, and shall be construed and be consistent with sections 361 and 363 of the Bankruptcy Code and Bankruptcy Rule 4001(b). ACCORDINGLY, THE COURT HEREBY CONCLUDES THAT: 1. Good cause has been shown for the entry of this Sixteenth Interim Order and the authorizations herein. Among other things, the entry of this Sixteenth Interim Order will enable the Debtor to re-open the Museum to the public once it becomes appropriate to do so, to avoid immediate and irreparable harm to the Debtor’s estate, and otherwise is in the best interests of 121469670_13

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the Debtor and its creditors. 2. This Sixteenth Interim Order is immediately valid and fully effective upon its entry. 3. All findings of fact that are or may be deemed to be conclusions of law are incorporated herein as conclusions of law. ACCORDINGLY, IT IS ORDERED THAT: 4. Pending expiration of this Sixteenth Interim Order, and except as provided in paragraph 15 below, the Debtor is permitted to use cash collateral, in accordance with the Budget, for, among other things, working capital purposes, the payment of certain obligations in accordance with relief authorized by the Court and other obligations as set forth in the Budget. The Budget may be updated and modified by: (i) consensual agreement between the Debtor and the Indenture Trustee or (ii) by further order of the Court. 5. The Debtor shall be, and hereby is, authorized to use cash collateral on the terms and conditions set forth in this Sixteenth Interim Order in accordance with the Budget; provided, however, that (a) the Debtor may exceed any line item in the Budget by up to ten percent (10%) in any week, so long as the aggregate amount of the variance from the Budget for any week is not exceeded by more than ten percent (10%); and (b) any amounts not used for a particular line item in the Budget in a particular week may be used in subsequent weeks with respect to such line item. 6. The Debtor’s right to use cash collateral under the Sixteenth Interim Order shall commence on the date of entry of the Sixteenth Interim Order and expire on June 21, 2021, subject to renewal by the entry of a further Order. 7. As adequate protection: (i) to protect the Indenture Trustee’s interest in the cash 121469670_13

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collateral pursuant to sections 361 and 363(e) of the Bankruptcy Code, (ii) for any diminution in value from the use of the collateral, and (iii) for the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, the Court hereby grants the Indenture Trustee replacement security interests in and replacement liens (exclusive of any avoidance actions available to the Debtor’s estates pursuant to sections 544, 545, 547, 548, 549, 550, 553(b) or 724(a) of the Bankruptcy Code or any proceeds thereof) on all of the Debtor’s post-petition assets as to which the Indenture Trustee held a pre-petition lien, provided that such lien on post-petition assets shall apply only to the types of collateral in which the Indenture Trustee held a valid and enforceable lien on pre-petition assets. 8. Such replacement liens (the “Replacement Liens”) shall be equal to the aggregate diminution in value, if any, after the Petition Date of the pre-petition cash collateral. The Replacement Liens shall be of the same validity, extent, and priority as the liens of the Indenture Trustee on the pre-petition collateral. Pursuant to the request of the Indenture Trustee and the Debtor, the Court makes no determination at this time regarding the validity, extent, or priority of the liens of the Indenture Trustee on the pre-petition collateral. 9. Subject to the foregoing paragraph, the Replacement Liens shall constitute valid and duly perfected security interests and liens as of the Petition Date. The Indenture Trustee shall not be required to file or serve financing statements, notices of lien or similar interests which otherwise may be required under federal or state law in any jurisdiction, or take any action, including taking possession, to validate and perfect such Replacement Liens. 10. The Replacement Liens shall be subject and subordinate to fees payable to the United States Trustee pursuant to 28 U.S.C. § 1930(a)(6) and the Clerk of the Bankruptcy Court (collectively, the “Carve Out”). 121469670_13

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11. The Debtor is directed to keep its books and records of original entry current and updated, so that all business activity is posted to them in the ordinary course of the Debtor’s business. The Debtor shall provide to the Indenture Trustee any reports of operations required to be provided by the any prepetition agreements at the same time and in the same manner as set forth therein. 12. The Debtor shall promptly serve by (a) first-class United States mail, (b) electronic mail, or (c) ECF notice a copy of this Sixteenth Interim Order upon counsel to Dime Community Bank f/k/a BNB Bank, UMB Bank, the Series B Bondholders, all parties who have filed a request for notices with this Court and to any official creditors’ committee after the same has been appointed, or such committee’s counsel, if the same shall have been appointed. 13. A hearing to consider the entry of a further Order authorizing and approving use of Cash Collateral and providing adequate protection is hereby scheduled for June 16, 2021, at 11:30 a.m. 14. Any party in interest objecting to the relief sought at such hearing shall serve and file a written objection upon the following parties: (a) counsel for the Debtor, Dilworth Paxson LLP, Attn: Lawrence G. McMichael, (b) the Office of the United States Trustee for the Eastern District of Pennsylvania, (c) counsel for the Indenture Trustee, and (d) counsel to any official committee of unsecured creditors, if such a committee has been formed, or if no such committee has been formed, on the Debtor’s twenty (20) largest unsecured creditors on a consolidated basis, as identified in the Debtor’s chapter 11 petition. All objections to the entry of such further order shall be filed with the Clerk of the United States Bankruptcy Court, Eastern District of Pennsylvania, in each case to allow actual receipt by the foregoing notice parties no later than five business days prior to the date of such hearing, at 4:00 p.m. prevailing Eastern Time.. 121469670_13

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EXHIBIT I [Budget] 121469670_13

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Weeks TotalForecast 5,6101,040,22325,054378,2711,790,3933,239,552 356,679347,586985,23678,0485,000316,554779,8252,868,928 929,440 7,037,920 2,426,868113,8781,192,7373,507,571 7,241,054 (203,135) - (203,135) 555,477(203,135)352,3437 6 0 5 5 1 1 0 6 08 8 2) 2) 52)3 Week 51Forecast6/20/21 -10,00-7,62-17,62 7,00 - ---7,00 20,00 44,62 35,0078,42 113,42 (68,80 - (68,80 421,14(68,80352,34004 4 8 0 8 2 00 0 8) 8) 38)5 Week 50Forecast6/13/21 -10,005,003,56-18,56 1,20 15,00----16,20 - 34,77 68,2520,00 88,25 (53,47 - (53,47 474,62(53,47421,140 8 8 4 0 4 2 0 0 2 2 123 Week 49Forecast6/6/21 -10,00-5,14-15,14 2,17 85,00----87,17 - 102,32 75,00 75,00 27,32 - 27,32 447,3027,32474,620 8 8 3 0 3 0 1 0 0 1 1 011 Week 48Forecast5/30/21 -10,00-3,32-13,32 2,96 50,00----52,96 18,64 84,93 68,25 68,25 16,68 - 16,68 430,6216,68447,3000707 1 1 8 000 0 8 8 280 Week 47Forecast5/23/21 -7,505,003,57300,00316,07 3,03------3,03 - 319,10 28,0050,0092,00 170,00 149,10 - 149,10 281,51149,10430,620 8 8 7 7 0 5 0 0 5) 5) 65)2 Week 46Forecast5/16/21 -7,50-4,62 12,12 3,76------3,76 35,00 50,89 68,25 68,25 (17,35 - (17,35 298,86(17,35281,51eeks 36 (FY 20) - 45 (FY 21)ForecastActualWE 3/8/20 - 5/9/21 12,8165,610218,994985,22354,36615,054439,882350,4011,310,0001,490,3932,036,0582,846,682 340,574336,535418,000347,5861,413,500835,23640,00078,04812,5005,000260,000316,554740,000779,8253,224,5742,698,783 1,069,130855,800 6,329,7636,401,265 2,358,4162,222,118107,50065,8781,265,5001,107,7373,397,4023,262,143 7,128,8186,657,876 (799,055)(256,611) -- (799,055)(256,611) 525,566555,477(799,055)(256,611)(273,489)298,866W y Histor vice h er s S E The National Museum of American JewiActual / Forecast - 3/1/20 to 6/20/21 WEEK ENDING Operating Receipts AdmissionsMuseum Store - Net SalesEvent planning - RentalsMembership (new and renewal)Investment and other incomeTotal Operating Receipts Fundraising ReceiptsAnnual FundBoard SupportMajor GiftsFoundationCorporate SupportGovernment Support - Fed/State/LocalEvents and Gala - GrossTotal Fundraising Receipts Total Previous Pledges Total Receipts DisbursementsTotal CompensationxCapERe-Organization CostsAll Departments / Other Total Operating Disbursements Net Operating Cash Flow Before Debt Total Debt Service Net Cash Flow - AFTER DEBT SERVIC Cash PositionBeginning Book Balance (Book)(+/-) Net Cash FlowEnding Cash Balance (Book)

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